Corporate and Business Law

Members of the Corporate and Business Law Practice Area have an extensive range of experience and knowledge in business planning and counseling. Our clients are local, national, and international companies from many industries including real estate development, banking, finance, insurance, energy, agriculture, tourism, construction, health care, and retailing.

Our multi-disciplinary group of attorneys are capable of advising our business clients in virtually every phase of their business including formation, strategic planning, tax planning, business operations, intellectual property matters, mergers and acquisitions, capital investment and financing, business reorganization, franchising, securities regulation, and regulatory compliance.  We also work in conjunction with the Litigation Department to ensure that our business clients receive quality representation to the extent any disputes arise in court proceedings, arbitrations, mediations, and administrative proceedings.

  • Business Planning/Entity Formation
  • Joint Ventures/Other Business Combinations
  • Corporate Governance
  • Corporate Finance/Securities Transactions
  • Commercial Contracts
  • Franchising
  • Mergers and Acquisitions
  • IP/Technology Transactions
  • Alternative Energy/Sustainability Projects
  • Income and General Excise Tax Matters
  • Third-Party Legal Opinions
  • Antitrust and Unfair Competition

Business Planning/Entity Formation

Our practice area attorneys have extensive experience counseling clients regarding legal entity formation, including business, professional, and nonprofit corporations; limited liability companies; general, limited, and limited liability partnerships; and joint ventures.  We regularly advise our clients on the tax and non-tax considerations relevant to establishing the legal entity, and their choices regarding capitalization, governance, profit and loss allocations, transferability of interests, and withdrawal rights.  Our “start-up” clients range from single-member LLCs to multinational companies desirous of expanding their business presence in Hawai`i.

Joint Ventures/Other Business Combinations

Our practice area attorneys regularly advise clients desirous of forming joint ventures or other complex business combinations on a project or transaction basis.  Recent representative engagements include joint ventures for real estate development projects, hotel purchases, health care projects (profit and nonprofit), alternative energy projects, and agriculture sustainability projects.

Corporate Governance

We have practice area attorneys well-versed in, and capable of advising managers, directors, officers and controlling shareholders regarding, fiduciary duties, asset preservation and limited liability protection, creditor rights, and the rights of shareholders and other equity owners in the business.  We work with clients to avoid future problems (including litigation) through ensuring that their business is managed in compliance with applicable law and that our clients are aware of their rights, duties and obligations under the relevant business entity statutes and the clients’ governing instruments.

Corporate Finance/Securities Transactions

Our practice area attorneys have both the detailed legal, regulatory, and industry knowledge and the broad practical experience to help our clients make sound choices in connection with corporate financing transactions.  We regularly assist our clients in raising funds through the private placement equity securities by planning and preparing private placement memorandums.  We also assist our clients with securities compliance, governance and reporting obligations.

Commercial Contracts

Our business clients deal on a daily basis with a myriad of relationships and contracts that bind them to their suppliers, customers, licensors, distribution and other strategic partners.  Our practice group attorneys help structure these relationships and guide clients through the complexities to ensure their contracts provide the necessary framework for success.

Franchising

Our practice area attorneys represent franchisors and franchisees in a variety of industries, including restaurants, cleaning services, and food product manufacturers.  We assist franchisors in structuring franchise programs and complying with Hawai`i’s franchise laws and regulations, including preparation of appropriate franchise disclosure documents and franchise agreements and obtaining the requisite state registrations.  We also work closely with prospective franchisees to evaluate the risks and advantages of purchasing a franchise by thoroughly reviewing the business documents and explaining them to the client.  We also assist franchisees in negotiating their franchise agreements and setting up their businesses.

Mergers and Acquisitions

We represent clients in all aspects of mergers and acquisitions transactions, including the negotiation and drafting of letters of intent and acquisition documents as well as the performance of due diligence investigations.  We are regularly called upon to assist our regular private and publicly-held clients, as well as clients who retain us to act as special counsel on transactions requiring highly specific knowledge and experience, with stock and asset acquisitions, mergers, spin-offs, divestitures, joint ventures and other strategic transactions. Our mergers and acquisitions experience is unusually diverse and unique.  Over the past several years, we have represented domestic and foreign buyers, sellers and financial intermediaries in diverse transactions involving clients in many different industries including hospitality and resorts, alternative energy, retailing, manufacturing, energy, and high technology.

IP and Technology Transactions

Our practice area includes intellectual property attorneys capable of counseling our clients in all aspects of technology contracting.  We prepare and review license agreements (whether representing the licensor or licensee), IT consulting and professional service agreements, intellectual property assignments and other transfers, distribution and reseller agreement and other arrangements involving other alternative channels of distributions, web site terms and conditions, privacy policies, open-source licensing advice, web and application hosting agreements, and non-disclosure agreements.

Alternative Energy and Sustainability Projects

Our practice area attorneys have been instrumental in the remarkable growth of the renewable energy industry in Hawai`i by helping clients develop, structure, finance, buy and sell renewable energy projects.  We pride ourselves in our broad experience with all facets of the renewable energy industry, including purchase and sale of project components and of renewable energy credits, storage of renewable energy and construction and financing of renewable energy projects.  We are particularly experienced in wind, solar, biomass, biofuels and landfill gas projects.

Income and General Excise Tax Issues

Our practice area attorneys include members of our Tax Department who are experienced in assisting our business clients with federal and state tax planning and controversy matters.  Our tax planning work includes analyzing business structures and transactions for tax efficiency and savings, navigating tax credit opportunities, and seeking advance guidance and rulings from tax authorities.  Tax controversy work includes handling tax disputes in administrative appeals and in federal and state tax court litigation.

Third Party Legal Opinions

We have a great deal of experience with the drafting and issuance of Hawai`i legal opinions required in connection with structured finance transactions and commercial real estate transactions.

Antitrust and Unfair Competition

Our practice area attorneys have a long history of guiding business clients through the complexities of federal and state antitrust, trade regulation, and business competition law.  We regularly provide premerger counseling, transactional advice and structuring, compliance counseling and litigation.  We also work with clients facing unlawful acts by a competitor, former employee, or other party, or defending against claims of unlawful acts.  Recent representative engagements include merger and acquisition analysis; distribution issues and terminations; trade secrets claims; unfair competition and tortious interference claims; breaches of the duty of good faith and fair dealing; customer and employee raiding; covenants not to compete or solicit.

RECENT M & A TRANSACTIONS

  • Corporate counsel representing Hawai`i-focused impact investment firm in connection with several investments in alternative energy and local food production businesses.
  • Hawai`i counsel representing seller in the sale of ready-mixed, precast and aggregate business.
  • Corporate and labor counsel representing sellers and buyers of hotel properties on Oahu, Maui, Kauai and Hawai`i.
  • Corporate counsel for seller of agricultural plant and production facility.
  • Co-counsel representing purchaser of assets of petroleum retailer exiting Hawai`i market.
  • Hawai`i counsel representing purchaser of popular visitor attraction business.

RECENT SECURITIES TRANSACTIONS

  • Counsel for socially responsible venture fund focused on projects in Hawai`i in multimillion dollar private offering (Regulation D).
  • Counsel for Regional Center in multimillion dollar private offering (Regulation D/Regulation S) for EB-5 investors in agricultural venture in Hawai`i.
  • Counsel for senior assisted living developer in several multimillion dollar private offerings (Regulation D).

RECENT LABOR AND EMPLOYMENT MATTERS

  • Employment counsel representing ready-mixed, precast and aggregate business assisting with collective bargaining negotiations and grievance arbitrations.
  • Employment counsel representing large nonprofit organization with legal compliance matters.
  • Employment counsel representing several companies in the construction and healthcare industries assisting with union avoidance campaigns.
  • Employment counsel representing sellers and buyers of hotel properties on Oahu, Maui, Kauai and Hawai`i.

SIGNIFICANT REPORTED CASES

  • Picardy v. Sky River Management, LLC, Pierre and Pamela Omidyar, et al., 249 P.3d 1092 (Haw. App. 2013).  Hawai`i Intermediate Court of Appeals affirmed Circuit Court Order staying proceedings and compelling arbitration pursuant to the terms of employment arbitration agreement.

Practice Chair

Attorneys